CL-2022-000367 - [2025] EWHC 2877 (Comm)

Fecha: 05-Nov-2025

Reliance

Reliance

139.

CVS pointed to the following well-established principles:

(1)

Where a false representation with intention to deceive is proven, there is a rebuttable presumption of reliance, which is “very difficult” to rebut: Zurich Insurance Co plc v. Hayward [2016] UKSC 48 [34-37].

(2)

It is no barrier to a claim in fraud that the representee could have discovered the falsity of the representation by exercising reasonable care and skill: Venezuela Central Ry v. Kisch (1867) L.R. 2 H.L. 99, 120.

(3)

Moreover, the false representation need not be the sole, or decisive, cause of CVS’s actions; it need only play a “real and substantial part” in inducing it: Dadourian Group International Inc. v. Simms [2006] EWHC 2973 [99].

140.

Mr Smith gave evidence that:

“The involvement of Apple and LVMH as significant equity investors was completely fundamental to any decision by CVS to invest.”

141.

Mr Candy said that:

“What was different about this particular investment opportunity was that we were not interested in the underlying technology assets of the Aaqua proposition: rather it was the opportunity to invest at earlier fundraising round, and at a discounted valuation prior to Apple and LVMH subscribing for shares. CVS’ belief that Apple and LVMH were already committed to invest – which was based on a lie from Mr Bonnier – was utterly fundamental to its investment decision.”

142.

CVS said that its reliance is reflected in the communication between Mr Smith and Mr Bonnier prior to entering into the Three Agreements:

(1)

On 2 January 2021, Mr Smith told Mr Bonnier by email that Mr Candy’s “key focus” would be on the “Tactical Partner” funding round.

(2)

In the same email exchange, in response to Mr Bonnier’s mention of there being “various conditions precedent”, Mr Smith said that CVS would “need to understand these and the legal enforceability of the TP round generally”.

(3)

In the same email exchange, in response to Mr Bonnier saying that the amount raised in the “tactical round” would be “€960mn”, Mr Smith commented “Clearly, this is fundamental to everything and our verification of contracts etc will be a key part of our initial dd.”

(4)

Mr Smith replied to Mr Bonnier’s 8 February 2021 Email saying “one thing we will want access to is the Aaqua “data room” (or equivalent)” and “in particular the Apple and LVMH documentation.”

143.

In the event, CVS was persuaded to invest without access to any “data room”, but it was provided with the Draft Framework Agreement, which (reasonably) it understood to be an agreement that was the subject of ongoing negotiations with Apple. Mr Benattar expressed some scepticism about the degree of input from Apple, but I accept the evidence of Mr Smith and Mr Candy that they believed Mr Bonnier on this.